First Amendment to Credit Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 FIRST AMENDMENT TO CREDIT AGREEMENT (this “First
Amendment”), dated as of June 3, 2008, among WYETH, a Delaware corporation (the “Company”), various lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and
JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided
such terms in the Credit Agreement referred to below. 
 W I T N E S S E T
H: 
 WHEREAS, the Company, the Lenders, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint
Book Managers, Citicorp USA, Inc., as Syndication Agent, Bank of America, N.A., The Bank of Nova Scotia and UBS Securities LLC, as Co-Documentation Agents, and the Administrative Agent are parties to a Credit Agreement, dated as of August 2,
2007 (the “Credit Agreement”); and 
 WHEREAS, subject to the terms and conditions of this First Amendment, the parties
hereto wish to amend the Credit Agreement as herein provided; 
 NOW, THEREFORE, it is agreed: 
 I. Amendments to Credit Agreement. 
 1. Subsection 1.1
of the Credit Agreement is hereby amended by (i) deleting the definition of “Extension Date” appearing in said subsection in its entirety and (ii) inserting the following new definitions in appropriate alphabetical order
in said subsection: 
 “Concurrent Extension Requests”: as defined in the definition of “Extension
Date”. 
 “Extension Date”: (i) with respect to the first extension request that the Company may
make pursuant to subsection 2.20, a single date (which shall be notified in writing by the Company to the Administrative Agent on a Business Day occurring at least 60 days but no more than 90 days prior to such specified date) occurring during the
period commencing on the one-year anniversary of the Effective Date and ending on (and including) the two-year anniversary of the Effective Date and (ii) with respect to the second extension request that the Company may make pursuant to
subsection 2.20 (which, for avoidance of doubt, may be the first such request actually made if the Company does not elect to make the request described in preceding clause (i)), a single date (which shall be notified in writing by the Company to the
Administrative Agent on a Business Day occurring at least 60 days but no more than 90 days prior to such specified date) occurring during the period commencing on (and including) the two-year anniversary of the Effective Date and ending on (and
including) the three-year anniversary of the Effective Date; provided that, unless both the first and second extension requests are delivered by the Company on the same date and each specify the 








 
“Extension Date” as the two-year anniversary of the Effective Date (any such requests, the “Concurrent Extension Requests”), the
“Extension Date” notified by the Company pursuant to preceding clause (ii) shall be at least 60 days after the “Extension Date”, if any, notified by the Company pursuant to preceding clause (i). 
 2. Subsection 2.20 of the Credit Agreement is hereby amended by inserting the following text immediately prior to the period (“.”) appearing at
the end of each of the first and third sentences of said subsection: 
 “(or, if Concurrent Extension Requests are delivered, the date
occurring twenty-four (24) months after such then existing Final Termination Date)”. 
 3. Notwithstanding anything to the contrary
contained in subsection 2.20 of the Credit Agreement, the Company and the Lenders hereby agree that, upon the occurrence of the First Amendment Effective Date (as defined below), the written extension request, dated June 3, 2008, furnished by
the Company to the Administrative Agent and the Lenders pursuant to subsection 2.20 of the Credit Agreement shall be deemed rescinded, shall cease to have any force or effect for purposes of subsection 2.20 of the Credit Agreement (on the same basis
as if such request had never been furnished), and shall not be construed to be one of the notices permitted under subsection 2.20 of the Credit Agreement (as amended by Section 1 of Part I of this First Amendment). 
 II. Miscellaneous Provisions. 
 1. In order to induce
the Lenders to enter into this First Amendment, the Company hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date, both before and after giving effect to this First Amendment and
(ii) all of the representations and warranties contained in the Credit Agreement are true and correct in all material respects on the First Amendment Effective Date, both before and after giving effect to this First Amendment, with the same
effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects
as of such specific date). 
 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver
of any other provision of the Credit Agreement. 
 3. This First Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the
Company and the Administrative Agent. 
 4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
  

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 5. This First Amendment shall become effective on the date (the “First Amendment Effective
Date”) when the Company and the Lenders constituting the Majority Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to
White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number 212-354-8113). The Administrative Agent will provide notice of the First Amendment Effective Date to the Lenders promptly upon the
occurrence thereof. 
 6. From and after the First Amendment Effective Date, all references in the Credit Agreement shall be deemed to be
references to the Credit Agreement as modified hereby. 
 *    *    * 
  

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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver
this First Amendment as of the date first above written. 
  

					
	WYETH
		
	By:	 	/s/ Robert E. Landry
		 	Title:	 	Treasurer


  

					
	JPMORGAN CHASE BANK, N.A.,
		 	Individually and as Administrative Agent
		
	By:	 	/s/ Dawn Lee Lum
		 	Title:	 	Executive Director


  

					
	CITIBANK NORTH AMERICA, INC.,
		
	By:	 	/s/ William E. Clark
		 	Title:	 	Vice President


  

					
	BANK OF AMERICA, N.A.,
		 	Individually and as Co-Documentation Agent
		
	By:	 	/s/ Jill J. Hogan
		 	Title:	 	Vice President


  

					
	THE BANK OF NOVA SCOTIA,
		 	Individually and as Co-Documentation Agent
		
	By:	 	/s/ P. M. Brown
		 	Title:	 	Managing Director


  

					
	UBS LOAN FINANCE LLC
		 	as Co-Documentation Agent
		
	By:	 	/s/ Iria R. Otsa
		 	Title:	 	Associate Director


  

					
		
	By:	 	/s/ Mary E. Evans
		 	Title:	 	Associate Director









  

					
	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF AUGUST 2, 2007, AMONG WYETH, THE LENDERS FROM TIME TO THERETO,
J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS CO-LEAD ARRANGERS AND JOINT BOOK MANAGERS, CITICORP USA, INC., AS SYNDICATION AGENT, BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA AND UBS SECURITIES LLC, AS CO-DOCUMENTATION AGENTS,
AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT.
	
	ABN AMRO BANK N.V.
		
	By:	 	/s/ Michael Costello
		 	Title:	 	Director
		
	By:	 	/s/ Tim Khisameyev
		 	Title:	 	Associate


  

					
	BANCO POPULAR DE PUERTO RICO,
		 	New York Branch
		
	By:	 	/s/ Hector J. Gonzalez
		 	Title:	 	Vice President


  

					
	BANK OF NEW YORK
		
	By:	 	/s/ Richard Fronapfel, Jr.
		 	Title:	 	Vice President


  

					
	BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
		
	By:	 	/s/ George Stoecklein
		 	Title:	 	Vice President










					
	BARCLAYS BANK PLC
		
	By:	 	/s/ Nicholas A. Bell
		 	Title:	 	Director


  

					
	BNP PARIBAS
		
	By:	 	/s/ Angela Bentley Arnold
		 	Title:	 	Director
		
	By:	 	/s/ Benjamin Sileo
		 	Title:	 	Vice President


  

					
	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
		
	By:	 	/s/ Robert S. Taylor
		 	Title:	 	Senior Vice President
		
	By:	 	/s/ Barbara Peters
		 	Title:	 	Assistant Vice President
	
	WILLIAM STREET COMMITMENT CORPORATION
	
	(Recourse only to the assets of William Street Commitment Corporation)


  

					
		
	By:	 	/s/ Mark Walton
		 	Title:	 	Assistant Vice President


  

					
	INTESA SANPAOLO S.P.A.
		
	By:	 	/s/ Luca Sacchi
		 	Title:	 	Vice President
		
	By:	 	/s/ Francesco DiMario
		 	Title:	 	First Vice President, Credit Manager










					
	LEHMAN BROTHERS COMMERCIAL BANK
		
	By:	 	/s/ Darren S. Lane
		 	Title:	 	Operations Officer


  
  

					
	MORGAN STANLEY BANK
		
	By:	 	/s/ Daniel Twenge
		 	Title:	 	Authorized Signatory


  

					
	THE NORTHERN TRUST COMPANY
		
	By:	 	/s/ Thomas Hausnauer
		 	Title:	 	Vice President


  

					
	UBS LOAN FINANCE LLC
		
	By:	 	/s/ Irja R. Otsa
		 	Title:	 	Associate Director
		
	By:	 	/s/ Mary E. Evans
		 	Title:	 	Associate Director


  

					
	U.S. BANK, N.A.
		
	By:	 	/s/ Christopher T. Kordes
		 	Title:	 	Vice President


  

					
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Andrew S. Chen
		 	Title:	 	Vice President